AGREEMENT  AND  PLAN  OF  REORGANIZATION

     This  AGREEMENT  AND  PLAN  OF REORGANIZATION ("Agreement") is entered into
this  24  day  of  August, 2001, by and between Technol Fuel Conditioners, Inc.,
presently  a  Subchapter  S  corporation  (hereinafter,  "Company"),  and
Brazilian-Indio  Services,  Inc.,  an  Oregon  corporation (hereinafter, "BIS"),
Netresolutions.com,  Inc.,  a  Nevada  corporation  (hereinafter,  "NRC")  and,
Emiliano  Lakota,  an  individual (hereinafter, "EL").  Netresolutions.com, Inc.
and  Emiliano  Lakota are at times in this document collectively referred to as,
"Sellers".  The Company, BIS, NRC and EL desire to enter into this Agreement and
Plan  of  Reorganization  whereby  the  Company  will  acquire  voting  control,
reorganize  BIS  and  become a successor issuer to BIS's Securities and Exchange
Commission  ("SEC") reporting obligations as provided for in Rule12g-3(a) of the
Securities  Exchange  Act  of  1934.

For  good  and  valuable  consideration,  receipt  of which is acknowledged, the
parties  agree,  represent  and  warrant  the  following:

Agreement

A.  Sale  of  Shares  and  Reorganization.

     1.  The  Company  agrees to purchase 2,500,000 BIS common stock shares from
EL,  which  represents  50%  of the issued and outstanding shares of BIS, and EL
agrees  to  sell 2,500,000 BIS common stock shares to the Company.  The purchase
price  for  said  2,500,000  shares  is  Fifty-Five  Thousand Dollars ($55,000).

     2. In connection with a corporate succession transaction by means which may
include,  but  not  be limited to merger, consolidation, exchange of securities,
acquisition  of  assets, or otherwise, NRC agrees to tender 2,500,000 BIS common
stock  shares,  which  represents 50% of the issued and outstanding common stock
shares  of  BIS,  to the Company.  In consideration for this action, the Company
agrees  to  issue  to  NRC  Two  Hundred  Thousand  (200,000)  of  the Company's
restricted  stock.  The  Company  shares  will  be  issued  under the securities
transaction exemption afforded by Section 4(2) of the Securities Act of 1933, as
amended.

B.  Representations,  Warranties  and  Covenants  of  the  Company:  The Company
represents  and  warrants  to Seller as of the date hereof and as of the Closing
Date:

SECTION 1. Enforceability of Agreement Against the Company.  The Company has all
necessary  power  and  authority  to  enter into this Agreement to which it is a
party, to carry out the obligations hereunder and to consummate the transactions
contemplated  hereby.  This  Agreement  constitutes the legal, valid and binding
obligations  of  the  Company  enforceable  against  it  in  accordance with the
respective  terms.

SECTION  2.  Incorporation,  Authority  and  Qualification  of The Company.  The
Company is a presently a Subchapter S corporation. The Company presently has ___
shares issued and outstanding.  The Company has all necessary authority to carry
on  the business now being conducted by it.  The Company is duly qualified to do
business,  and is in good standing, in each jurisdiction, where the character of
its  properties  owned, operated or leased or the nature of its activities makes
such  qualification  necessary.

SECTION  3.  No  Conflict.  The  execution  and  delivery by the Company of this
Agreement  and  each  Related  Document to which the Company is a party has been
obtained  and  all  applicable  filings  and  notifications  required  by  law,
agreement  or  otherwise  have been made, the performance by the Company of this
Agreement  and  each  Related  Document  to  which  they  are  parties will not:

     (a)  Violate  or  conflict  with  any  term or provision of the articles or
certificate  of  incorporation  (or other charter documents) of the Company; (b)
Conflict  with  or  violate  any  law,  rule, regulation, order, writ, judgment,
injunction,  decree,  determination  or  award  applicable  to  Company;
     (c)  Conflict with, result in any breach of, constitute a default (or event
which  with  the  giving  of  notice  or  lapse of time, or both, would become a
default)  under,  give  to  others  any  rights  of  termination,  amendment,
acceleration or cancellation of, or result in the creation of any lien on any of
the  assets  pursuant  to,  any  assigned  contract  or  any  licenses;
     (d)  Without  limiting  the  generality  of  the  foregoing,  result in the
termination,  denial  or  impairment  of  any  material contract, arrangement or
benefit  granted  with respect to the Company's business, or require the payment
of  any  fees,  taxes  or  assessments,  pursuant to any federal, state or local
program  relating  to  minority-owned  businesses.

SECTION  4.  Consents,  Approvals and Notifications.  The execution and delivery
by  the  Company  of  this  Agreement and each Related Document to which it is a
party  does  not,  and the performance by it of this  Agreement and such Related
Documents will not, require any consent, approval, authorization or other action
by,  or  filing with or notification to, any Governmental Authority or any other
Person  with  the  exception  of filings required by the Securities and Exchange
Commission,  including,  but  not limited to, a Current Report on Form 8-K which
will  be  filed  by  the Company on, or before 15 days from the date of closing.
The  Company  will  become  a  successor  issuer  under  Securities and Exchange
Commission  Rule  12g-3(a)  and  will  elect  successor  issuer  status.

SECTION  5.  Financial  Statements.

           5.1  The  Company  has  furnished  to  Seller  copies  of (a) audited
balance  sheets  of  the  Company  and  audited statements of income, changes in
shareholders'  equity and statements of cash flow for the period ending December
31,  2000  together  with  the  reports  and  notes thereon, from an independent
certified public accountants (collectively, the "Audited Financial Statements").

           5.2  The  Audited  Financial  Statements  (a)  have  been prepared in
conformity  with GAAP applied on a consistent basis from year to year (except as
noted otherwise therein);  and (b) assuming the Company will continue as a going
concern,  are  true  and correct and present fairly in all material respects the
financial  condition of the Company and the results of operations and changes in
cash  flow  of  the  Company  for  the  periods  to  which  each  relates.

           5.3  To  the  knowledge  of  the  Company,  the  Interim  Financial
Statements,  if prepared, (a) have been prepared in conformity with GAAP applied
on  a  consistent basis from year to year (except as noted  otherwise  therein),
subject to normal recurring year-end  adjustments (the effect of which will not,
individually or in the aggregate,  be material) and the absence of notes (which,
if presented,  would not differ  materially  from those  included in the Audited
Financial  Statements),  and (b) assuming  the Company will  continue as a going
concern,  are true and correct and present  fairly in all material  respects the
financial  condition of the Company and the results of operations and changes in
cash  flow  of  the  Company  for  the  periods  to  which  each  relates.

SECTION  6.  Litigation.  There  is no claim, action, investigation, arbitration
or  proceeding  pending  or,  threatened  against  the  Company,  or  against or
relating  to  any  of  the  assets  or the ability of the Company to perform its
obligations  hereunder,  before  any  arbitrator,  judge,  court or governmental
authority.  The  Company is not subject to any order, writ judgment, injunction,
decree,  determination  or award of any arbitrator, judge, court or governmental
authority.

SECTION  7.  Environmental  Matters.  The  Company  has  not  used  any
property, real or personal to generate,  manufacture,  refine, transport, treat,
store,  handle, or dispose of any hazardous substances except in accordance with
all  applicable  federal  and  state  environmental  laws.

SECTION  8.  Taxes.  The  Company  has  or  will duly file or caused to be filed
all  federal  income  tax returns and all other federal, state, county, local or
city tax returns which are required to be filed, including,  but not limited to,
income  and employee withholding taxes, and the Company has paid or caused to be
paid all taxes shown on said returns or on any tax assessment  received by it to
the  extent  that  such  taxes have  become  due,  or has set aside on its books
reserves  (segregated  to  the  extent required  by sound  accounting  practice)
reasonably deemed by the Company to be adequate with respect thereto.  No events
have  occurred  which could impose upon Seller, any transferee liability for any
taxes,  penalties,  or  interest  due  or  to  become  due  from  the  Company.

SECTION  9.  Absence  of  Changes.  Since  the  date  of  the  Audited Financial
Statements,  the  Company  has  operated  its  business  in  the ordinary course
consistent  with  past practices and there has not been,  except as disclosed in
this  Agreement  or  the  Exhibits  attached  hereto:

         i.   any  material  adverse  effect;
         ii.  any  damage,  destruction  or  loss  (whether  or  not  covered by
insurance)  affecting  any  tangible  asset  or  property  used or useful in the
business  operations,  normal  wear  and  tear  excepted;
         iii.  any  payments,  discharges or satisfactions by the Company of any
liens, claims, charges or liabilities (whether absolute,  accrued, contingent or
otherwise and whether due or to become due) relating to the business operations,
other  than  in  the  ordinary  course  of  the  business  and  consistent  with
past  practice;
         iv.  any  licenses,  sales,  transfers,  pledges,  mortgages  or  other
dispositions of any tangible or intangible assets having a value over $1,000 (in
the  aggregate)  used  or  held  for use in connection with the operation of the
business, other than in the ordinary course of business and consistent with past
practice;
         v.   any  write-offs  as  uncollectible  of  any accounts receivable or
notes  receivable of the operations, or any portion thereof, not provided for in
the  allowance  for  uncollectible accounts in the Interim Financial Statements;
         vi.  any  cancellations  of  any  material  debts  or claims of, or any
amendments,  terminations  or  waivers  of  any rights of material value to, the
business  operations;
         vii.  any  general  uniform  increase  in  or  change in the  method of
computing  the compensation of employees of the Company who perform services for
the  benefit  of  the  business  operations;
         viii.  any  material changes in the manner in which the Company extends
discount  or  credits  to  customers  or  otherwise  deals with customers of its
business;
         ix.  any  material  changes  in  the  accounting  methods  or practices
followed  by  the  Company  and  or  any changes in depreciation or amortization
policies  or  rates  theretofore  adopted;
         x.  any  capital  commitments  by  the  Company  and  for  additions to
property,  plant  or  equipment  of  the  business  operations;
         xi.  any  agreements  or  commitments  to  merge or consolidate with or
otherwise  acquire  any  other  corporation, association, firm or other business
organization  or  division  thereof;
         xii. any declarations of dividend, payment of any dividend, issuance of
any  securities,  purchase  or
redemption  of any securities, commitments  or authorizations for any changes to
its  Articles of Incorporation or amendments to any  by-laws, conversions of any
options,  warrants  or otherwise into  common shares, and except as disclosed in
paragraph  B.3.  relating  to  the  total  shares  issued  and outstanding which
resulted  from  a  corporate  reorganization;
         xiii. any other material transaction relating to the Company other than
in  the  ordinary  course  of the business and consistent with past practice; or
        xiv.  any agreements or understandings, whether in writing or otherwise,
for  the  Company  to take any of the actions specified in items i. through xii.
above.

SECTION  10.  Undisclosed  Liabilities.  The  Company  does  not  have  any
liabilities  or  obligations  of any nature that would be required by GAAP to be
reflected  in  the  Financial  Statements  (subject,  in  the  case of unaudited
statements,  to normal year-end audit adjustments), except: (a) such liabilities
and  obligations  which  are  reflected in the Financial Statements, or (b) such
liabilities  or  obligations  which  were  incurred  in  the  ordinary course of
business for normal trade or business obligations and are not individually or in
the  aggregate  in  excess  of  $___.

SECTION  11.  Compliance  with Laws.  Except as individually or in the aggregate
would  not  have  a  Material  Adverse  Effect,  the Company has complied in all
respects with all laws of all Governmental Authorities (including all tariff and
reporting  requirements)  with  respect  to  its  business  operations.

C.  Representations,  Warranties  and  Covenants  of  BIS:  BIS  represents  and
warrants  to  the  Company  as  of  the  date hereof and as of the Closing Date:

SECTION  12.  Enforceability  of  Agreement  Against BIS.  BIS has all necessary
power  and  authority  to  enter  into this Agreement to which it is a party, to
carry  out  the  obligations  hereunder  and  to  consummate  the  transactions
contemplated  hereby.  This  Agreement  constitutes the legal, valid and binding
obligations  of  BIS  enforceable  against  it in accordance with the respective
terms.

SECTION  13.  Incorporation,  Authority  and  Qualification  of  BIS.  BIS  is a
corporation  duly  incorporated, validly existing and in good standing under the
laws  of  the  State of Nevada.  BIS is authorized to issue 25,000,000 shares of
common  stock and 0 preferred shares.  BIS presently has 5,000,000 shares issued
and outstanding.  BIS is duly qualified to do business, and is in good standing,
in  each  jurisdiction,  if  any,  where  the character of its properties owned,
operated  or  leased  or  the  nature of its activities makes such qualification
necessary.

SECTION  14.  No  Conflict.  The execution and delivery by BIS of this Agreement
and  each  Related  Document  to  which BIS is a party has been obtained and all
applicable  filings  and  notifications  required by law, agreement or otherwise
have  been  made,  the  performance  by  BIS  of  this  Agreement  and  each
Related  Document  to  which  they  are  parties  will  not:

         (a)     Violate  or conflict with any term or provision of the articles
or  certificate  of  incorporation  (or  other  charter  documents)  of  BIS;
         (b)     Conflict  with  or  violate  any  law, rule, regulation, order,
writ,  judgment,  injunction, decree,  determination or award applicable to BIS;
         (c)     Conflict  with,  result  in any breach of, constitute a default
(or  event  which  with  the  giving  of notice or lapse of time, or both, would
become  a  default)  under, give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of any lien on any of
the  assets  pursuant  to,  any  assigned  contract  or  any  licenses;
         (d)    Without  limiting  the  generality  of the  foregoing, result in
the  termination, denial or  impairment of any material contract, arrangement or
benefit  granted  with respect to BIS's business,  or require the payment of any
fees,  taxes  or  assessments,  pursuant  to any federal, state or local program
relating  to  minority-owned  businesses.

SECTION  15.  Consents,  Approvals  and  Notifications.  The  execution  and
delivery  by  BIS  of this Agreement and each Related  Document to which it is a
party  does  not,  and  the performance by it of this Agreement and such Related
Documents will not, require any consent, approval, authorization or other action
by,  or  filing with or notification to, any Governmental Authority or any other
Person  with  the  exception  of filings required by the Securities and Exchange
Commission,  including,  but  not limited to, a Current Report on Form 8-K which
will  be  filed  by the BIS on, or before 15 days from the date of closing.  BIS
will  become  a  successor  issuer under Securities and Exchange Commission Rule
12g-3(a)  and  will  elect  successor  issuer  status.

SECTION  16.  BIS  warrants  that  is  has  been  timely with all its obligatory
filings  pursuant  to  the  Securities  Act  of  1934,  as  amended.

SECTION  17.  Undisclosed  Liabilities.  BIS  does  not  have any liabilities or
obligations  of any nature that would be required by GAAP to be reflected in the
Financial  Statements  (subject, in the case of unaudited  statements, to normal
year-end  audit adjustments), except: (a) such liabilities and obligations which
are  reflected  in  the  Financial  Statements,  or  (b)  such  liabilities  or
obligations  which  were  incurred in the ordinary course of business for normal
trade or business obligations and are not in the aggregate in excess of $1000.00
which  will be assumed by Company, along with the legal costs for the 8-K filing
referencing  this  transaction.

SECTION  18.  Compliance  with Laws.  Except as individually or in the aggregate
would  not have a Material Adverse Effect, BIS has complied in all respects with
all  laws  of  all  Governmental Authorities (including all tariff and reporting
requirements)  with  respect  to  its  business  operations.

SECTION 19.  Change in Control of BIS.  The BIS Board of Directors will nominate
Melvin  Hooper,  as  President  and  Director,  effective  at  Closing.

E.     Miscellaneous  Provisions.

SECTION  20.  Conditions  to  Closing

     20.1  Escrow.  There will be no escrow of funds since funds will not change
hands  until the enactment of a Regulation D, Rule 506 offering, where an escrow
shall  be established, which the parties contemplate the Company enacting within
21 days from the execution of this Agreement.  It is expressly understood by the
parties  herein  that  the monies raised from said offering shall be used, inter
alia,  for  the purchase of BIS by the Company and, that BIS shall first receive
the  $55,000  due  and  owing to them before any other distributions take place.

     20.2  Conditions  to  Obligations  of  the Company.  The obligations of the
Company  to  consummate  the  purchase  of  the  shares  shall be subject to the
fulfillment,  at  or  prior to the Closing, of each of the following conditions,
any one of which may be waived by the Sellers without waiver of any other rights
or  remedies  which  Sellers  may  have  under  this  Agreement:

          i.  The  Company's  Closing  Documents.  At the Closing, Sellers shall
have  executed and/or      delivered this Agreement and any Related Documents to
which  they  are  parties  or  for  which  each  is  responsible.

     20.3  Conditions  to Obligations of Sellers.  The obligations of Sellers to
consummate  the  sale  of  the  shares  contemplated  by this Agreement shall be
subject  to  the  fulfillment,  at  or  prior  to  the  Closing,  of each of the
following  conditions,  any  one  of which may be waived  by the Company without
waiver  of  any  other  rights or remedies which the Company may have under this
Agreement.

     i.  Closing  Documents.  At the Closing, Sellers shall have executed and/or
delivered  this  Agreement  and  delivered  the  BIS  shares  to  the  Company.

SECTION  21.  Indemnification

     21.1  Survival.  All  representations  and  warranties  and  covenants  and
agreements  contained  herein  shall  survive  the  execution  of hereof and the
Closing  Date.  Any  investigations  by  or  on  behalf  of  any party shall not
constitute  a  waiver  as  to  enforcement  of  any  representation, warranty or
covenant contained in this Agreement.  No notice or information delivered by one
party  shall  affect  the  other party's right to rely on any  representation or
warranty  made by the party delivering the notice or information or relieve that
party  of  any obligations under this Agreement as the result of a breach of any
of  its  representations  and  warranties.

SECTION  22.  General  Provisions.

                  22.1  Headings  and Interpretation.  The headings used in this
Agreement  are  for reference  purposes only and shall not affect the meaning or
interpretation  of  any  term  or  provision  of  this  Agreement.

                  22.2  Severability.  If  any  term  or other provision of this
Agreement  is invalid, illegal or incapable of being enforced by any rule of law
or  public  policy,  all other conditions and provisions of this Agreement shall
nevertheless  remain  in  full force and effect so long as the economic or legal
substance  of the transactions contemplated hereby is not affected in any manner
adverse  to  any  party.

                  22.3  Entire  Agreement.  This Agreement represents the entire
understanding  of  the  parties with  reference to the matters set forth herein.
This  Agreement supersedes all prior negotiations, discussions,  correspondence,
communications  and  prior  agreements among the parties relating to the subject
matter  herein.

                  22.4  Amendment.  This  Agreement  may  not  be  amended  or
modified  except  by  an  instrument  in  writing  signed by the parties hereto.

                  22.5  Applicable Law.  This Agreement shall be governed by the
substantive  laws of the State of Oregon, without regard to its conflict of laws
provisions.

          22.6  Notices:  If  to  the  Company:

                              1  Main  Street
                              Ste,  405
                              Eatontown,  NJ  07724
                              732-542-0111
                              732-542-0109

                              If  To  BIS,  EL  and  NRC:

                              7410  SW  Oleson  Rd.,  Ste.  #325
                              Portland,  OR  97223
                              503-641-3964
                              503-641-9576  (fax)

                  22.7  Counterparts  and  Facsimile  Transmission  Copies  of
Originals.  This Agreement may be executed in several original or facsimile copy
counterparts and all so executed and transmitted shall constitute one Agreement,
binding  on  all  the  parties  hereto  even  though  all  the  parties  are not
signatories  to  the  original  or  the same counterpart.  Facsimile transmitted
signatures  shall  be deemed valid as though they were originals and the parties
may  perform  any  and  all obligations and duties in  reliance on the facsimile
copies.

                  22.8  Further  Assurances,  Additional  Documents,  Etc.  The
parties  will  cooperate  with  each  other  to  accommodate  the intent of this
agreement.  BIS  and Sellers will provide the Company with all financial records
of  BIS  so  that  there  will  be  a  seamless  financial  transition.

                  IN  WITNESS  WHEREOF,  the  parties  hereto  have executed, or
caused their duly authorized representatives to execute, this Agreement and Plan
of  Reorganization  as  of  the  date  first  written  above.



Technol  Fuel  Conditioners,  Inc.
           ("The  Company")


/s/
---------------------------
By:


Brazilian-Indio  Services,  Inc.
                ("BIS")


/s/_______________
By:

SELLERS:

Emiliano  Lakota
         ("EL")


/s/__________________
By:


Netresolutions.com,  Inc.
           ("NRC")


/s/__________________
By: